<PAGE>

                                                                    EXHIBIT 10.4

CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT. THE SYMBOL "[****]" HAS BEEN INSERTED IN PLACE OF THE PORTIONS SO
OMITTED.

                          REAL WORLD CONSOLIDATION LOAN

                      ORIGINATION RESPONSIBILITY AGREEMENT

      This Real World Consolidation Loan Origination Responsibility Agreement
dated as of April 1, 2003 ("Agreement") is by and between COLLEGIATE FUNDING
SERVICES, L.L.C., with its principal office located at 100 Riverside Parkway,
Suite 125, Fredericksburg, Virginia 22406 ("CFS"), and MISSISSIPPI HIGHER
EDUCATION ASSISTANCE CORPORATION, with its principal office located at Jackson,
Mississippi ("Lender").

      CFS and Lender hereby agree as follows:

53.   Purpose:

      The purpose of this Agreement is to establish terms under which the
parties agree to operate with respect to the marketing, servicing and funding of
the RWCL Program (as hereinafter defined).

      The following provisions establish the terms, conditions and
      responsibilities of CFS and Lender with respect to Lender's funding of
      Consolidation Loans guaranteed under the requirements of the Act (as
      hereinafter defined).

54.   Eligible Loans:

      Borrower accounts processed under the RWCL Program must consist of: at
      least one federal loan qualifying for Federal Consolidation as defined
      under Section 428 C of the Act; it being understood that such accounts at
      no time will include any HEAL loan, any loan held by the guarantor or
      insurer of such loan, or any Loan with a condition, or that is affected by
      an event or circumstance, allowing the holder thereof to file any claim
      for guarantee or insurance payment with respect to such Loan.

55.   Definitions:

      Unless the context clearly indicates otherwise, the terms set forth below
      shall have the following meanings:

      Y.    "ACT" means Title IV, Parts B, F and G of the Higher Education Act
            of 1965 (20 USC Sec. 1071 et. seq.), as amended and in effect from
            time to time, or any successor enactment thereto, the effective
            administrative regulations promulgated thereunder, and any binding
            directives issued by the Secretary pursuant thereto.

      Z.    "AFFILIATE" means any other person or entity Controlling, Controlled
            by, or under common Control of another person or entity.

<PAGE>

      AA.   "ABI' means the average borrower indebtedness of a Loan.

      BB.   "APPLICATION" means an application for a Loan, which may be included
            in the Consolidation Loan Note.

      CC.   "BORROWER" means an individual who is (i) eligible under the Act and
            Regulations to be the obligor of a Loan, and/or (ii) the sole
            maker(s) of a Consolidation Loan Note.

      DD.   "BORROWER FILE" means, with respect to any Loan, the following, as
            appropriate:

        (1) the Consolidation Loan Note (together with the Completed Application
            if separate from the Consolidation Loan Note) for such Loan;

        (2) the Borrower's Application, if separate from the Consolidation Loan
            Note;

        (3) evidence of the Loan Consolidation Verification Certificate; and

        (4) copies of any correspondence between CFS and the Borrower related to
            the RWCL Program, other than generic marketing letters.

      EE.   "BUSINESS DAY" means any day, other than a Saturday, a Sunday or a
            day on which banks located in the Commonwealth of Virginia and/or
            the State of Mississippi are required or authorized by law to remain
            closed. Any other references to "days" shall mean calendar days.

      FF.   "COMPLETED APPLICATION" means an Application that contains all of
            the information required by the federal application form and the Act
            to make the Loan for which such Application is made.

      GG.   "CONSOLIDATION LOAN" means a Loan made pursuant to Section 428 C of
            the Act.

      HH.   "CONSOLIDATION LOAN NOTE" means a promissory note executed by a
            Borrower for a Loan set forth on the appropriate form, which may be
            furnished or approved by a Guarantor, which Consolidation Loan Note
            meets the requirements and criteria set forth in law, including the
            Act and applicable Regulations, and which further contains no blank
            spaces and no alterations or modifications of any kind whatsoever
            and bears an unaltered original signature in the name of the
            Borrower listed on the Application (in ink or in any other legally
            valid electronic or digital form). The Application may include the
            Consolidation Loan Note.

      II.   "CONTROL", "CONTROLLED" or "CONTROLLING" means the possession of the
            power to direct or cause the direction of the management and
            policies of a person or entity, whether through the ownership of
            voting securities, by contract other than a commercial contract for
            goods or non-management services or otherwise, unless the power is
            the result of an official position with or corporate office held by
            the person. Control shall be presumed to exist if any person or
            entity, direct or indirectly, owns, controls, holds with the power
            to vote or holds proxies representing more than fifty percent (50%)
            of any class of voting stock of another person.

<PAGE>

      JJ.   "DEFAULT" means, with respect to any Consolidation Loan Note, the
            occurrence of any event which shall constitute a default or other
            grounds for filing a Guarantee claim under the terms of the Act and
            related Regulations.

      KK.   "DEFERMENT" means the period defined by the Act and applicable
            Regulations during which a Borrower in repayment may postpone making
            payments.

      LL.   "FORBEARANCE" means the period permitted by the Act and the policies
            of the Guarantor during which a Borrower in repayment is permitted
            to temporarily forego payments or make reduced payments.

      MM.   "GUARANTEE" or "GUARANTEED" means a written commitment by a
            Guarantor to pay Lender the unpaid principal balance plus accrued
            unpaid interest of a Loan or any portion thereof upon submission of
            a valid default, death, disability, or bankruptcy claim or claim
            with respect to any other event or circumstance for which a claim
            would be paid under the Act, in accordance with the Act and
            applicable Regulations.

      NN.   "GUARANTOR" means any state or private nonprofit organization that
            has entered into agreements with the Lender and with the Secretary
            to Guarantee Loans under the Act and is listed on Exhibit 2 to this
            Agreement, as such Exhibit 2 may be amended from time to time in
            accordance with the provisions of Section 14 of this Agreement.

      OO.   "INTEREST BENEFITS PAYMENTS" means those amounts which are payable
            with respect to a Loan by the Secretary under Section 1078(a) of the
            Act or any payment of a similar nature prescribed by law hereafter
            adopted.

      PP.   "LOAN" or "LOANS" means a loan or loans of money (which may be
            disbursed in one or more installments) on behalf of a Borrower,
            contingent upon an agreement to repay, evidenced by a Consolidation
            Loan Note (and Guarantee if appropriate), which Loan was originated
            in accordance with this Agreement and is a Consolidation Loan under
            FFELP.

      QQ.   "LOAN CONSOLIDATION VERIFICATION CERTIFICATE" or "LCVC" means the
            federal form loan consolidation verification certificate to be
            completed by the lender(s) or their designated agent(s) whose
            loan(s) are being paid in full by the Consolidation Loan in form
            provided by the Act.

      RR.   "LOAN SERVICING AGREEMENT" means the Servicing Agreement dated April
            1, 2003 between CFS and the Lender.

      SS.   "MHEAC LOANS" means all Consolidation Loans originated through CFS
            or any Affiliate of CFS for the Lender in which the Application
            indicates that at least one of the loans being consolidated by the
            Loan is currently owned by the Lender, Education Services Foundation
            and/or an Affiliate of either of them. MHEAC Loans shall not include
            any Consolidation Loan(s) originated through CFS or any Affiliate of
            CFS that are required by a written agreement executed prior to the

<PAGE>

            date of this Agreement with another lender or a written agreement
            executed prior to the date of this Agreement with an affinity group
            to be placed with another lender.

      TT.   "MISSISSIPPI LOANS" means all Consolidation Loans originated through
            CFS or any Affiliate of CFS in which the Application indicates that
            the Borrower is a resident of the State of Mississippi and/or at
            least one of the loans being consolidated by the Loan is currently
            owned by a lender (other than Lender or its Affiliates) that has an
            address in the State of Mississippi. Mississippi Loans shall not
            include any Consolidation Loan(s) originated through CFS or any
            Affiliate of CFS that are required by a written agreement executed
            prior to the date of this Agreement with another lender or a written
            agreement executed prior to the date of this Agreement with an
            affinity group to be placed with another lender.

      UU.   "NON-MISSISSIPPI LOANS" means Consolidation Loans originated through
            CFS or any Affiliate of CFS that are not Mississippi Loans or MHEAC
            Loans.

      VV.   "REIMBURSEMENT PAYMENTS" means an amount equal to all of the
            principal balance, outstanding interest and fees paid, including
            without limitation all application fees paid to CFS, origination and
            consolidation loan rebate fees paid to the United States Department
            of Education, and any Special Allowances and Interest Benefits
            Payments which the Lender would have been entitled to receive.

      WW.   "RWCL PROGRAM" or the "Real World Consolidation Loan Program" means
            the program pursuant to which Loans will be originated in accordance
            with the terms and conditions of this Agreement.

      XX.   "REGULATIONS" means any regulations rules, policies or procedures
            promulgated or adopted by a Guarantor or the Secretary.

      YY.   "SECRETARY" means the Secretary of Education of the United States
            Department of Education or any successor as the federal official
            charged with responsibilities for administering the Higher Education
            Act.

      ZZ.   "SERVICER" means CFS solely in its capacity as servicer under the
            Loan Servicing Agreement, any successor to CFS as servicer under the
            Loan Servicing Agreement, or any other loan servicer mutually
            agreeable to and approved in writing by the Lender and CFS, neither
            of whose agreement shall be unreasonably withheld.

      AAA.  "SPECIAL ALLOWANCES" means those amounts which are payable with
            respect to a Loan by the Secretary under Section 438 of the Act or
            any payment of a similar nature prescribed by law hereafter adopted.

<PAGE>

56.   Responsibilities of CFS:

      SS.   CFS will act solely as a marketing company for Lender with respect
            to marketing Consolidation Loans pursuant to the terms of this
            Agreement. As a marketing company, CFS shall:

      TT.   Receive Applications and Consolidation Loan Notes from Borrowers.

      UU.   Review the documentation and perform data entry of certain
            information required to complete the consolidation process.

      VV.   Send Application forms to Borrowers for signature within one
            Business Day of securing complete Application information from
            Borrowers, and be responsible for insuring that each Application and
            Consolidation Loan Note submitted for a Consolidation Loan is
            eligible in all respects under federal consolidation loan guidelines
            and criteria.

      WW.   Perform data entry of information required of Servicer and Lender to
            secure required approvals from the Guarantor of the Loan, and
            transfer such information to Servicer on or before 9:00 a.m. on the
            business day the Loan is funded.

      XX.   Ensure that each Borrower File is complete and accurate, that the
            Application and Consolidation Loan Note meets all requirements for
            eligibility for consolidation under the Act and Regulations, and
            that the Consolidation Loan Note has been signed by the Borrower.

      YY.   Ensure accuracy and completeness of any electronically transmitted
            data and send, by overnight courier to Servicer on or before the
            last business day of each week for delivery by 11:00 a.m. on the
            first business day of the following week, corresponding Borrower
            Files for each Loan funded during such week.

      ZZ.   Promptly provide any missing documentation or information and
            promptly correct any error identified by Servicer or Lender.

      AAA.  Maintain all license and other governmental approvals and otherwise
            comply with the Act, Regulations and all other applicable federal,
            state, and local laws and regulations with respect to all of its
            activities and obligations hereunder.

      BBB.  Act as custodian and bailee for Lender and the Servicer with respect
            to all original documents for Loans until all such documents are
            transferred to the Servicer. As bailee and custodian, CFS shall
            maintain custody, control and safekeeping of such documents and such
            documents shall be under the sole dominion and control of CFS until
            delivered to the Servicer at which time they will be under the
            control of the Servicer. CFS shall deal with such documents only as
            this Agreement requires and as Lender and the Servicer otherwise
            instruct in writing.

      CCC.  Promptly pay to Lender all of the Reimbursement Payments with
            respect to any Loan deemed, in whole or part, by any Guarantor to be
            uninsured after

<PAGE>

            consolidation, or to have never been insured, provided that the loss
            or absence of the Guarantee is caused by: (i) CFS's breach of its
            obligations, representations, warranties, or certifications under
            this Agreement, (ii) CFS's action or failure to act, or (iii) any
            lack of documentation which made the Loan ineligible at the time it
            was made. CFS's reimbursement obligation under this paragraph is
            unconditional and not subject to offset or recoupment. CFS shall
            have thirty (30) days after receipt of written notice to cure any
            such loss or lack of insurance. If CFS is unable to effect a cure
            during this time period Reimbursement Payments shall be made to the
            Lender in immediately available funds within five (5) Business Days
            after expiration of the thirty (30) day cure period.

      DDD.  Insure that no Consolidation Loan is originated with respect to a
            previously defaulted loan.

57.   Responsibilities of Lender:

      EEE.  Lender will perform the duties and adhere to the responsibilities
            outlined in this Agreement. Unless CFS shall be in material default
            under this Agreement, Lender shall be obligated to provide daily
            funding (in accordance with the provisions of this Agreement) for
            all Loans certified by CFS under this Agreement. In the event that
            CFS shall be in material default under this Agreement, Lender shall
            have no responsibility to fund any Loans under this Agreement.

      FFF.  All Loans funded by Lender or its Affiliates under the RWCL Program
            and all receivables related thereto, and all Loan documents (in
            whatever form) received by or on behalf of Lender under this
            Agreement or in connection with a Loan, shall be owned solely by
            Lender or its Affiliates. Lender and its Affiliates shall have full
            and unfettered rights in and to the Loans and the receivables
            related thereto, and the Loan documents, including without
            limitation, the right to administer, service, collect, sell,
            transfer, securitize or otherwise dispose in any manner of the Loans
            and receivables related thereto. Nothing contained in this Agreement
            nor any action taken under this Agreement shall be deemed or
            construed to (i) give CFS or its Affiliates any right, title or
            interest, either in law or in equity, in and to any Loan made or
            administered by Lender or its Affiliates (or the receivables or Loan
            documents related to such Loans) or make CFS or its Affiliates a
            loan production office or a holder or originator of any such Loan,
            or (ii) give CFS or its Affiliates any right whatsoever to control
            the content and presentation of the underlying Loan documents.

58.   Responsibilities of Servicer:

      Lender shall ensure that any Servicer retained by Lender to service Loans
      funded under this Agreement shall:

<PAGE>

      BBB.  Promptly upon receipt of the electronic or paper data for a Loan
            that CFS provides under Section 4.D, perform the actions necessary
            to prepare such Loans for loading to Servicer's system.

      CCC.  Promptly upon receipt of each Borrower File, undertake its
            obligation with respect to such file and review the Borrower File
            for each Loan to confirm that each Borrower File is complete,
            including without limitation that:

            (1)   the LCVC is present and signed by a representative of the
                  owner of the loans being consolidated, or by an agent
                  representing the owner and authorized to execute the LCVC on
                  behalf of the owner.

            (2)   the Application and Consolidation Loan Note are present and
                  signed by the Borrower (but the Servicer shall have no
                  obligation to verify that the signature on the Application or
                  Consolidation Loan Note is the actual signature of the
                  Borrower).

      GGG.  Disburse funds from the Funding Account (as defined in Section 7 of
            this Agreement) in accordance with the provisions of this Section
            6.C.

            (1)   Lender or its designated trustee shall cause there to be
                  available in the Funding Account such amount as shall be
                  needed to fund Completed Applications under this Agreement,
                  provided that during any thirty (30) day period such amount
                  shall not be required to exceed [****] Dollars ($[****]) (or
                  such greater amount as the Lender shall from time to time
                  elect by written notice to CFS), upon which the Servicer shall
                  be authorized to draw to fund Completed Applications for
                  Consolidation Loans. Funding authorization shall be in a form
                  acceptable to the Lender and the Servicer and shall be faxed
                  or electronically transmitted by the Servicer to the Lender
                  and CFS (with the original to be forwarded promptly thereafter
                  to the Lender) no later than 10:00 a.m. on each scheduled
                  funding date, provided that the data provided electronically
                  by CFS contains no errors or problems which cause undue or
                  unexpected delays.

            (2)   No monies in or drawn from the Funding Account shall be
                  commingled with funds of the Servicer. Lender or its
                  designated trustee shall retain sole ownership of the Funding
                  Account and all monies contained therein or drawn therefrom.
                  All actions taken by the Servicer in connection with the
                  Funding Account shall be as agent for the Lender or its
                  designated trustee. All monies in the Funding Account shall be
                  used solely for the purpose of funding the Loans. The Servicer
                  shall indemnify and hold harmless the Lender and its
                  designated trustee for any other use of monies in the Funding
                  Account.

            (3)   The Servicer shall provide disbursement information to the
                  Lender and/or its designated trustee and, upon funding,
                  convert the Loans to its servicing

<PAGE>

                  system and commence repayment servicing in accordance with any
                  servicing agreement between Servicer and Lender.

      HHH.  Promptly upon discovery, inform Lender and CFS in writing of any
            Loan with respect to which CFS has a Reimbursement Payments
            obligation pursuant to Section 4.J of this Agreement.
            Notwithstanding the preceding sentence, failure by the Servicer to
            promptly so inform Lender and CFS does not relieve CFS of its duties
            and responsibilities under this Agreement.

      III.  Perform the services authorized by Section 15 of this Agreement with
            respect to borrower benefits.

The Lender shall cause the Servicer's obligations under this Section 6 to be
evidenced in a written agreement between the Servicer and the Lender.

59. Funding of the Loans:

      All of the Loans to be funded by Lender pursuant to the terms and
      conditions of this Agreement shall be funded according to the following
      procedure:

      DDD.  Lender or its designated trustee shall cause a special account (the
            "Funding Account") to be established with Trustmark National Bank,
            AmSouth Bank or such other bank or financial institution as shall be
            mutually acceptable to CFS and Lender. Disbursements from the
            Funding Account shall be made in accordance with the provisions of
            Section 6.C of this Agreement.

      EEE.  Lender or its designated trustee shall cause there to be available
            in the Funding Account such amount as shall be needed to fund
            Completed Applications under this Agreement, provided that during
            any thirty (30) day period such amount shall not be required to
            exceed [****] Dollars ($[****]) (or such greater amount as the
            Lender shall from time to time elect by written notice to CFS), upon
            which the Servicer shall be authorized to draw to fund Completed
            Applications for Consolidation Loans. CFS shall not during any
            thirty (30) day period present Completed Applications to Lender for
            funding in excess of the amount required to be available in the
            Funding Account.

      FFF.  Lender shall have the right, at any time, to elect an alternate
            funding mechanism for funding the Loans; provided that such funding
            mechanism allows for the funding of the Loans by Lender or its
            designated trustee within sixty (60) minutes of receipt by Lender
            from the Servicer of accurate disbursement information (provided
            that in the event that monies are to be disbursed to any payee other
            than CFS, Lender or its designated trustee shall have received at
            least one week's prior written notice).

60. Insurance:

      CFS shall obtain and maintain in force until all Loans that Lender funds
      hereunder are repaid in full or paid as a claim by a Guarantor, and upon
      the request of Lender furnish

<PAGE>

      proof of, errors and omissions and liability insurance policies acceptable
      to Lender providing coverage (with no per occurrence minimum and not more
      than $10,000 aggregate deductible), with respect to claims by Lender,
      arising from CFS's failure to perform any of its responsibilities under,
      or from CFS's breach of its representations, warranties or certifications
      made in, this Agreement, including without limitation, CFS's obligations
      under Section 4.J. of this Agreement, in an amount of at least
      $1,000,000.00. Each such policy shall be maintained with an insurer rated
      not lower than "A" by A. M. Best Co. The policy shall provide that it
      cannot be canceled, amended or modified without at least sixty (60) days
      written notice to Lender and the Servicer and shall provide that CFS
      cannot cancel the coverage without the Lender being afforded the
      opportunity to assume the coverage in its own name. The policy shall not
      be cancelled, amended or modified by CFS in any manner that limits,
      restricts, or conditions the coverage provided, decreases the amount of
      coverage or increases the deductible, or in any other way reduces the
      coverage provided, without the prior written consent of Lender and
      Servicer, which shall not be unreasonably withheld.

61. Reimbursement Procedure:

      If Lender believes that CFS is obligated to reimburse it for any Loan
      pursuant to Section 4.J. hereof, Lender shall:

      GGG.  Notify CFS in writing of the reason it believes CFS is obligated to
            reimburse it and CFS shall issue a Reimbursement Payment in
            accordance with Section 4.J; provided, however, that CFS shall have
            thirty (30) days after receipt of such notice to (i) deliver written
            notice to Lender of CFS's dispute, if any, with respect to said
            claim detailing CFS's good faith basis for believing it is not
            obligated to reimburse Lender for the affected Loan(s) under the
            terms of this Agreement, or (ii) cure to Lender's satisfaction the
            cause of CFS's obligation, if any, to reimburse Lender for such
            Loan. The parties shall negotiate in good faith to promptly resolve
            any such dispute raised by CFS in accordance with this Section 9.A.
            If any such dispute is not resolved within thirty (30) days after
            CFS has given written notice of the dispute, then either party may
            submit the dispute for resolution by binding arbitration pursuant to
            Section 31 of this Agreement.

      HHH.  In the case of notice from Servicer, Servicer shall notify Lender,
            in writing, of the reason it believes CFS is obligated to reimburse
            Lender and follow Lender's instructions with respect to the Loan,
            any extension of the cure period or other actions determined to be
            appropriate by Lender.

62. Loan Origination Requirements:

      III.  CFS agrees that it will send Completed Applications to the Lender
            for funding, and the Lender agrees that it will fund the Completed
            Applications sent to the Lender by CFS, during the applicable term
            of this Agreement for (i) [****]; (ii) at least [****] Dollars
            ($[****]) annually in Non-Mississippi Loans; and (iii) an additional
            [****] Dollars ($[****]) annually in Non-Mississippi Loans, unless
            either party provides written notice to the other prior to the
            commencement of any

<PAGE>

            annual period that it elects a lesser specified additional amount
            (which specified amount may be as little as zero) for such ensuing
            annual period.

      JJJ.  Borrowers must have a minimum Loan indebtedness of [****] Dollars
            ($[****]). CFS agrees to maintain an average ABI Application size of
            between [****] Dollars ($[****]) and [****] Dollars ($[****]) Lender
            and CFS will review the ABI monthly. Should the average ABI funded
            be below [****] Dollars ($[****]) or above [****] Dollars ($[****])
            for two (2) consecutive months, either the Lender or CFS may elect
            to renegotiate the referral fees described in Section 10.C of this
            Agreement in accordance with the procedures set forth in Section 11
            of this Agreement.

      KKK.  Except as otherwise provided in this Section 10.C, the Lender agrees
            to pay a referral fee of (i) [****] Dollars ($[****]) for each
            Completed Application for a MHEAC Loan or a Mississippi Loan; (ii)
            [****] Dollars ($[****]) for each Completed Application for a
            Non-Mississippi Loan up to [****] Dollars ($[****]) annually; and
            (iii) [****] Dollars ($[****]) for each Completed Application for
            Non-Mississippi Loans in excess of [****] Dollars ($[****])
            annually, regardless of whether such MHEAC Loans, Mississippi Loans,
            or Non-Mississippi Loans are actually funded by the Lender. If the
            Loan involves a MHEAC Loan in which the Application indicates that
            more than fifty percent (50%) in principal amount of the loans being
            consolidated are MHEAC Loans, then the Lender agrees to pay a
            marketing fee of [****] Dollars ($[****]) for each Completed
            Application for such MHEAC Loan, regardless of whether such MHEAC
            Loan is actually funded by the Lender.

63. Renegotiation of Marketing Fee:

      In the event that either the Lender or CFS elects to renegotiate the
      referral fees provided for under the provisions of Section 10 of this
      Agreement, the party electing to renegotiate shall send written notice to
      the other party. Thereafter both parties shall undertake good faith
      efforts to agree to adjust such fees to their mutual satisfaction. In the
      event that the parties are unable to agree upon an adjustment to said fees
      within thirty (30) days of notice by one party to the other , either the
      Lender or CFS, as the case may be, may terminate this Agreement at any
      time thereafter upon written notice to the other party.

64. Eligible Guarantors:

      CFS shall have the right to designate the Guarantor from among those
      listed on Exhibit 2 to this Agreement, as such may be amended from time to
      time by mutual agreement of CFS and the Lender, as the Guarantor to be
      used in connection with processing any particular Consolidation Loan.
      Lender agrees to use its best efforts to become eligible to use, sign an
      agreement with, and add to Exhibit 2 any financially sound Guarantor
      selected by CFS that accepts national consolidation loan guarantees.
      Lender shall promptly notify CFS of any changes to any agreement with a
      Guarantor or the processes or procedures of that Guarantor that are
      reasonably expected by the Lender to affect the guaranty of a Loan.

<PAGE>

65. Borrower Rates:

      Lender further agrees to provide incentives described in Exhibit 1 to
      Borrowers of Consolidation Loans made under the RWCL Program to pay their
      Loans in a timely manner. At the time that CFS transfers information to
      the Servicer pursuant to Section 4.D of the Agreement, it also will
      provide notice to the Servicer regarding the particular incentive program
      being offered at the time a Loan is made.

      Servicer may reinstate disqualified Borrowers that lose their benefits due
      to Servicer error. Servicer shall communicate to the Borrower when they
      have achieved the rate reduction, at disqualification and at
      reinstatement, as applicable.

66. Marketing:

      CFS agrees that marketing the RWCL Program is the responsibility of CFS,
      subject to the following conditions:

      JJJ.  Lender and Servicer will not be required to produce any of the
            marketing materials developed, nor will their names, service marks,
            trademarks or logos be used by CFS in any promotions without their
            prior written consent, which shall not be unreasonably withheld.

      KKK.  Subject to the requirements of Section 14.A., Lender hereby gives
            CFS, limited, non-exclusive, non-transferable, royalty-free
            permission, during the term of this Agreement (including any
            extensions and renewals hereof), to use Lender's name and other
            trademarks and service marks on marketing and promotional materials
            related to the RWCL Program (the "Marketing Materials"); provided,
            however, that the Marketing Materials must be approved in writing by
            Lender prior to use by CFS. Lender shall approve or object to
            marketing materials within five (5) business days of submission to
            Lender by CFS. If Lender does not submit any comments within said
            time period, then Lender shall be deemed to have approved said
            Marketing Materials.

      LLL.  Lender and CFS shall agree with each other as to the form and
            substance of any press release relating to this Agreement and any
            press release about the RWCL Program referencing or identifying
            Lender, and consult with each other as to the form and substance of
            other public disclosures related to Lender's participation in the
            RWCL Program; provided, however, that nothing contained in this
            Agreement shall prohibit any party from making any disclosure which
            its legal counsel reasonably deems necessary to comply with
            applicable law.

      MMM.  In performing its marketing services under this Agreement, CFS shall
            at all times comply with (i) applicable federal and state consumer
            privacy laws and regulations, and (ii) Direct Marketing Association
            guidelines and all State "do not solicit" telemarketing lists
            (whether covering telemarketing or direct mail marketing).
            Furthermore, CFS shall not attempt further phone calls or send
            additional mailings to, or in any way contact, individuals who
            request that no future phone calls, mailings, or contacts be made to
            the individual.

<PAGE>

      NNN.  CFS agrees not to market the RWCL Program for funding by Lender to
            any individual who is (i) subject to consumer opt-out protections
            under any applicable laws or regulations, and (ii) identified by
            Lender to CFS. Whenever Lender provides CFS with a report listing
            such individuals, CFS shall promptly and accurately match such list
            against any file, database, or list of consumers/customers
            maintained or used by CFS to promote the RWCL Program. CFS shall not
            market RWCL Loans for funding by Lender to individuals identified in
            such data-matching process.

      OOO.  CFS agrees that it will not, for itself or on behalf of any other
            person or entity, in any way market, advertise or promote
            consolidation loans or education finance products of any type from
            any source to Borrowers whose residence is listed as being located
            in the State of Mississippi other than pursuant to the terms and
            conditions of this Agreement. This prohibition shall not cover any
            marketing, advertisement or promotion involving an affinity group
            with which CFS has a written agreement prior to the date of this
            Agreement or another lender with which CFS has a written agreement
            prior to the date of this Agreement to market, advertise, promote or
            make consolidation loans or education finance products.

67. Regulatory Changes:

      If regulatory or legislative changes to the Act occur which prevent Lender
      from realizing sufficient revenue from the RWCL Program, Lender has the
      option to withdraw from the RWCL Program with one hundred twenty (120)
      days prior written notice to CFS. If legal or regulatory changes prohibit,
      limit or alter the compensation provisions for the services rendered by
      CFS to Lender, either party shall have the option to negotiate an
      amendment to the Agreement or withdraw from the RWCL Program with one
      hundred twenty (120) days prior notice to the other party. Lender shall
      have no obligation to fund Loans after the date of any of the foregoing
      notices, except that during such one hundred twenty (120) day notice
      period Lender shall, subject to and in accordance with this Agreement,
      fund Loans for which CFS has secured complete application information and
      has mailed related application forms to Borrowers for signature prior to
      the date of any such notice, unless such actions would result in
      violation(s) of law. Notwithstanding anything to the contrary contained
      herein, in the event that any provision of this Agreement or the RWCL
      Program shall be prohibited due to regulatory or legislative changes to
      the Act or other applicable law, then no party to this Agreement shall be
      obligated to act in a manner that would violate the Act or applicable law.

68. Invoicing and Payment of Application Fees:

      CFS shall invoice all application fees payable in accordance with Section
      10.C of this Agreement each Friday for all Loans processed during that
      week. Each invoice shall provide sufficient detail to permit Lender to
      verify the bill at the Borrower level. Lender agrees to execute a wire
      transfer of funds for all invoices, except as to amounts that are under
      good faith dispute, within three (3) business days of receipt of invoice.

<PAGE>

69. Expenses:

      Other than the expenses described in this Agreement, all parties agree to
      be responsible for their respective expenses under the RWCL Program. CFS
      shall be responsible for the cost of all marketing materials, data entry,
      sales and related expenses incurred with respect to its marketing
      activities.

70. Confidentiality:

      LLL.  This Agreement is considered confidential by all parties hereto and
            must not be copied or disclosed to anyone other than employees of
            the parties directly involved in the RWCL Program or their
            accountants, attorneys, or other professional advisors or government
            agencies having jurisdiction over such parties without the written
            consent of the other parties, except as otherwise required by law.

      MMM.  All data, information, records, correspondence, reports or other
            documentation relating to and identified with prospective, existing
            or former Borrowers of Loans under this Agreement, contained or
            reflected in Loan forms (including without limitation the
            Application and the Consolidation Loan Note), RWCL Program forms, or
            otherwise obtained, received, prepared, generated or maintained by
            CFS in connection with this Agreement or necessary to complete,
            process, fund service, or otherwise administer a RWCL Program Loan,
            is and shall remain the confidential information and property of
            Lender, regardless of whether it is initially received or obtained
            by CFS from or at the direction of Lender, the Borrower, or any
            lender of any loan underlying the Borrower's Loan, or prepared and
            maintained by CFS in the course of any of its activities under this
            Agreement (individually or collectively referred to hereinafter as
            "Lender Proprietary Information"). Lender Proprietary Information
            (i) includes any customer list provided by Lender to CFS in
            connection with Section 14.E., and (ii) excludes information
            contained in marketing lists purchased by CFS or information
            obtained by CFS other than in connection with the RWCL Program. CFS
            shall hold all Lender Proprietary Information in strictest
            confidence and not release or divulge such information to any party
            other than Lender and Lender's Affiliates without Lender's prior
            written consent, except (i) as provided in Section 18.A, (ii) to
            such other parties as Lender directs in writing, and (iii) as
            otherwise explicitly set forth in this Agreement. CFS understands
            and agrees that it shall only use Lender Proprietary Information to
            perform its duties under this Agreement and that CFS shall not
            directly or indirectly use, or suffer, permit or cause to be used,
            any such Information for any other purpose whatsoever. In the event
            that CFS becomes legally compelled to disclose any of the Lender
            Proprietary Information to entities not described in the third
            sentence of this Section 18.B., CFS shall provide Lender with prompt
            notice before such Lender Proprietary Information is disclosed so
            that Lender may seek, before such disclosure is made, a protective
            order or other remedy. If a protective order or other remedy is not
            obtained, or that Lender waives compliance with this Section 18.B.,
            CFS shall furnish only that portion of Lender Proprietary
            Information which it is advised by counsel is

<PAGE>

            legally required and, if requested by Lender at its sole expense,
            CFS shall exercise reasonable efforts to obtain a protective order
            or other reliable assurance that confidential treatment will be
            accorded to such Information.

      NNN.  Nothing contained in this Section or in this Agreement shall
            preclude distribution of information to rating agencies, credit
            enhancers, trustees and others involved in financings, provided that
            the party distributing such information shall have advised the party
            to whom such information is distributed that the information being
            transmitted is of a confidential nature. MHEAC will not be liable
            for inappropriate disclosure by any such rating agency, credit
            enhancer, trustee or other party involved in a financing.

71. Representations, Warranties, and Covenants of CFS:

      CFS represents, warrants, and covenants each of the following to Lender on
      the date of this Agreement, on the date of each request for Lender to
      originate and fund any Loan and on the date of Lender's funding of any
      Loan (which such representations, warranties and covenants shall survive
      any termination of this Agreement):

      OOO.  CFS (i) is duly organized, validly existing, and in good standing
            under the laws of the jurisdiction in which it is organized; (ii) is
            duly qualified to transact business and is in good standing as a
            foreign limited liability company in each jurisdiction where the
            nature and extent of its business and properties require due
            qualification and good standing; (iii) possesses all requisite
            authority, permits and power to conduct its business as is now being
            conducted; and (iv) is in compliance with all applicable federal and
            state laws and regulations and all of its obligations under this
            Agreement.

      PPP.  The execution and delivery by CFS of this Agreement and the
            performance by it of its obligations hereunder (i) are within its
            limited liability company power; (ii) have been duly authorized by
            all necessary company action; (iii) except for any action or filing
            that has been taken or made on or before the date of this Agreement,
            requires no action by or filing with any governmental agency; and
            (iv) do not violate any provision of its operating or company
            agreement.

      QQQ.  This Agreement will, upon execution and delivery by all parties
            thereto, constitute a legal, valid and binding obligation of CFS,
            enforceable against CFS according to its terms.

      RRR.  CFS is not subject to, or aware of the threat of, any litigation
            that is reasonably likely to be determined adversely to it and that,
            if so adversely determined, would have a material adverse effect on
            its financial condition, and no outstanding or unpaid judgments
            against CFS exist.

      SSS.  All tax returns of CFS required to be filed have been filed (or
            extensions have been granted) before delinquency and all taxes
            imposed upon CFS that are due and payable have been paid before
            delinquency, other than taxes which are being contested in good
            faith by lawful proceedings diligently conducted and against

<PAGE>

            which reserve or other provision required by GAAP has been made and
            in respect of which levy and execution of any lien have been and
            continue to be stayed.

      TTT.  Until all Loans that Lender funds hereunder have been repaid in full
            or paid as a claim by a Guarantor, CFS or transferred by Lender to
            another entity:

            (1)   CFS shall maintain books, records and accounts necessary to
                  prepare and will prepare financial statements according to
                  Generally Accepted Accounting Principles.

            (2)   CFS shall (i) maintain its corporate existence (such that
                  there shall not be any mergers or acquisitions in which CFS is
                  not the surviving entity) and good standing in its state of
                  organization, and (ii) maintain all licenses, permits, and
                  franchises necessary for its business.

      PPP.  The referral fees payable under Section 10.C of this Agreement are
            not prohibited by the Act or the Regulations.

72. Representations and Warranties of Lender:

      Lender represents and warrants to CFS on the date of this Agreement, on
      the date of each request for Lender to originate and fund any Loan, and on
      the date of Lender's funding of any Loan (which such representations and
      warranties shall survive any termination of this Agreement):

      UUU.  Lender (i) is duly organized, validly existing, and in good standing
            under the laws of the jurisdiction in which it is organized; (ii) is
            duly qualified to transact business as a Mississippi, non-profit
            corporation; and (iii) possesses all requisite authority, permits
            and power to conduct its business as is now being, or is
            contemplated by this Agreement to be, conducted.

      VVV.  The execution and delivery by Lender of this Agreement and the
            performance by it of its obligations hereunder (i) are within its
            corporate power; (ii) have been duly authorized by all necessary
            action; (iii) except for any action or filing that has been taken or
            made on or before the date of this Agreement, require no action by
            or filing with any governmental agency; and (iv) do not violate any
            provision of its articles of incorporation.

      WWW.  This Agreement will, upon execution and delivery by all parties
            thereto, constitute a legal, valid and binding obligation of Lender,
            enforceable against Lender according to its terms.

      XXX.  Lender is not subject to, or aware of the threat of, any litigation
            that is reasonably likely to be determined adversely to it and that,
            if so adversely determined, would have a material adverse affect on
            its financial condition.

<PAGE>

73. Notice:

      All notices, requests, demands or other instruments which may or are
      required to be given by either party to the other, shall be in writing and
      each shall be deemed to have been properly given (a) effective upon
      delivery when delivered either by personal or hand delivery; or by
      facsimile or telecopier transmission (with electronic confirmation and a
      hard copy follow-up by first class mail, postage prepaid), or (b)
      effective upon receipt when either sent by a recognized overnight courier
      service offering written proof of delivery, or when mailed, postage
      prepaid, by registered or certified mail, requesting return receipt,
      addressed as follows:

            If to CFS:

                  J. Barry Morrow, CEO Collegiate Funding
                  Services, L.L.C. 100 Riverside Parkway,
                  Suite 125 Fredericksburg, Virginia 22406

            with a copy to:

                  Collegiate Funding Services, LLC
                  100 Riverside Parkway, Suite 125
                  Fredericksburg, VA  22406

                  ATTN: Charles L. Terribile, Executive VP & General Counsel

            If to Lender:

                  Kenneth L. Smith, Jr.
                  Executive Director
                  Mississippi Higher Education Assistance Corporation
                  2600 Lakeland Terrace
                  Jackson, MS 39216

            with a copy to:

                  David L. Martin, Esq.
                  Watkins Ludlam Winter & Stennis, P.A.
                  633 North State Street (39202)
                  P.O. Box 427 Jackson MS 39205-0427

      Either party may change the address to which subsequent notices are to be
      sent to it by written notice to the other given as aforesaid, but any such
      notice of change, if sent by mail, shall not be effective unless given as
      provided in this Section.

<PAGE>

74. Entire Agreement:

      This Agreement, including all exhibits hereto, represents the entire
      agreement of the parties and supersedes all prior agreements, written or
      oral, with respect to such subject matter. Each of the parties has read
      and understands this Agreement, and has had the opportunity to have this
      Agreement reviewed by an attorney.

75. Term; Termination:

      QQQ.  The parties agree that the term of this Agreement shall be from the
            effective date specified in Section 37 of this Agreement until:

            (12)  With respect to MHEAC Loans and Mississippi Loans, the
                  Servicing Agreement expires or is terminated.

            (13)  With respect to Non-Mississippi Loans, the expiration of a
                  period of three (3) years after such effective date; provided
                  that such three (3) year period shall automatically extend
                  each year for an additional one (1) year period unless one of
                  the parties notifies the other in writing at least ninety (90)
                  days prior to December 31 of any year of its intent not to
                  further extend the term of this Agreement with respect to
                  Non-Mississippi Loans.

      RRR.  This Agreement may be terminated as follows:

            (14)  By mutual agreement of the parties, in writing, at the time so
                  agreed to by the parties;

            (15)  Except as otherwise specifically provided in this Agreement,
                  by either party in writing, in the event the other party has
                  in any material respect breached any covenant, obligation,
                  representation or warranty contained herein, and such breach
                  has not been cured within sixty (60) calendar days after the
                  date on which written notice of such breach is given to the
                  party committing such breach.

            (16)  By either party (the "solvent Party") in writing, in the event
                  the other party (the "insolvent Party") files for or is
                  subject to any insolvency or bankruptcy proceeding, makes an
                  assignment for the benefit of creditors or becomes subject to
                  any receivership, conservatorship or liquidation, in which
                  case this Agreement may be immediately terminated by the
                  solvent Party by giving written notice of termination to the
                  insolvent Party. In such event, this Agreement shall not
                  constitute assets or property in any insolvency proceeding,
                  and therefore may not be assigned to any trustee, receiver,
                  creditor or the other third party.

            (17)  In the event that Lender shall determine that it will be
                  unable to provide funding for Loans under this Agreement
                  solely as a result of Lender having inadequate funds available
                  for such funding, and Lender has used its best efforts to
                  obtain such funding, then the Lender shall have the right

<PAGE>

                  to terminate this Agreement by providing one hundred twenty
                  (120) days advance written notice to CFS.

      SSS.  Termination or expiration of the Agreement shall not terminate or
            affect any rights, obligations or liabilities of either party that
            arose prior to the effective date of such expiration or termination.

      TTT.  All Applications for Mississippi Loans and MHEAC Loans that have
            been initiated by CFS prior to termination of this Agreement shall
            be processed by CFS and submitted to the Lender for funding under
            this Agreement, and the Lender shall pay all amounts due to CFS as a
            result of any Completed Application so submitted to it by CFS,
            unless (1) such processing, funding or payment is unlawful, or (2)
            such Completed Application is submitted by CFS to the Lender more
            than ten (10) business days after the effective date of termination
            of this Agreement.

76. Change of Control:

      CFS and the Lender each shall give the other party thirty (30) days prior
      written notice after the effective date of any change of Control.

77. Amendment:

      This Agreement may be amended only by a written instrument signed by all
      of the parties hereto. The effective date of any amendments shall be the
      date the parties have signed said instrument unless otherwise stated
      therein.

78. Binding Effect; Assignment:

      This Agreement shall be binding upon and shall inure to the benefit of the
      parties and each one's permitted successors and assigns. No party may
      assign its rights or delegate its duties under this Agreement without the
      other parties' prior written consent (which shall not be unreasonably
      withheld.). Any assignment contrary to the foregoing shall be void.

79. Agency:

      The parties acknowledge that nothing herein is intended to authorize CFS
      or Lender to enter into an agency relationship with any other entity or
      individual, including without limitation the holder of any loans to be
      consolidated or their agents, nor shall any provision hereof be
      interpreted as creating such an agency relationship or subjecting Lender
      to any liability, loss or imputed or vicarious knowledge, liability, or
      loss in connection with any Loan made pursuant to this Agreement by reason
      of any act or omission of any such other entity or individual. No legal
      relationship of any kind exists as a result of this Agreement other than
      the covenants expressly contained herein. This Agreement shall not be
      deemed or construed to constitute, create, give effect to or otherwise
      imply a partnership, co-partnership, joint venture or business
      organization of

<PAGE>

      any kind between the parties, or principal and agent relationship between
      the parties or any of their respective Affiliates. It is agreed that each
      party shall at all times be an independent contractor and not an agent for
      the other party. Neither party has the authority to assume or create any
      obligation or responsibility, express or implied, on behalf of, or in the
      name of, the other party or to bind such other party in any way. Each
      party shall be responsible for wages, taxes, withholding, insurance,
      hours, and conditions of employment of its personnel during the term of
      this Agreement.

80. Default; Jurisdiction:

      Should any party default hereunder, the nondefaulting party shall be
      entitled to recover all costs of enforcing this Agreement, including
      reasonable attorney's fees. This agreement shall be governed by, subject
      to, and interpreted in accordance with the laws of the Commonwealth of
      Virginia without regard for its conflict of laws statute.

81. Indemnification:

      Each party (the "Indemnifying Party") agrees to assume liability and to
      pay for, and hereby agrees to indemnify, defend, and hold harmless the
      other party (the "Indemnified Party") and its officers, directors,
      employees, Affiliates, successors, and assigns from and against any and
      all liabilities, losses, costs, damages, penalties, fines, or expenses,
      including without limitation legal costs and reasonable attorney's fees
      (together "Losses"), in connection with any claims, suits or proceedings
      made or brought by a third party to the extent that such Losses result
      from, arise out of, or relate to a violation, breach or non-performance by
      the Indemnifying party or its agent(s) of any of the Indemnifying Party's
      obligations, covenants, representations, warranties, or certifications
      under or in connection with this Agreement. It is specifically understood
      that neither party shall make or agree to any settlement of any such claim
      involving financial compensation by the other party, its successors,
      assigns, or Affiliates.

82. Severability:

      It is the intent of the parties that the Agreement be construed and
      interpreted in a manner such as to permit enforcement of all of its terms.
      However, if any provision of this Agreement is held invalid or
      unenforceable in any jurisdiction for any reason, such provision shall, as
      to such jurisdiction, be ineffective to the extent of such invalidity or
      unenforceability without invalidating the remainder of such provision or
      the remaining provisions hereof, and any such invalidity or
      unenforceability in any jurisdiction shall not invalidate or render
      unenforceable such provision in any other jurisdiction, unless such
      invalidity shall destroy the economic incentive for either party's
      participation in the Agreement. Such invalid or unenforceable provision
      shall be amended, if possible, in accordance with Section 25 hereof in
      order to accomplish the purposes of this Agreement.

83. Arbitration:

      UUU.  Any dispute under this Agreement which cannot be resolved in a
            manner mutually acceptable to CFS and the Lender within the time
            frame specified in this

<PAGE>

            Agreement or otherwise within ninety (90) days from the date a
            dispute is first brought to the attention of the other party (by
            written notice) shall, upon the request of any party to this
            Agreement, be resolved by binding arbitration. CFS and the Lender
            specifically agree that all disputes shall be resolved by binding
            arbitration, and that the express reference to resolution of
            disputes in certain provisions of this Agreement shall not be
            construed to indicate that only those disputes are to be resolved by
            binding arbitration. The following rules shall govern every
            arbitration under this Agreement: Such arbitration may be initiated
            by giving twenty (20) days written notice to the other party. The
            arbitration shall be conducted either by a single arbitrator agreed
            upon by the parties or, if the parties are unable to agree upon a
            single arbitrator, by a panel of three arbitrators. If the
            arbitration is to be conducted by a panel of three arbitrators, then
            each party shall appoint one arbitrator, and the two arbitrators so
            appointed shall select the third member of the arbitration panel.

      VVV.  The arbitrators shall be paid for their services at a rate
            established by the American Arbitration Association (the "AAA"). The
            arbitrators in their sole discretion may allocate all such fees and
            costs solely to either party if the arbitrators determine that the
            position of such party in requiring or participating in the
            arbitration is not meritorious. Otherwise, CFS and the Lender shall
            each be responsible for one-half of all expenses and costs of its
            officers, employees, agents or the like related to such arbitration.

      WWW.  The arbitration shall be conducted in accordance with the Rules of
            Arbitration of the AAA. The arbitrators shall decide any matter
            before them in accordance with the wording of this Agreement and the
            laws of the State of Virginia, without regard to the conflict of
            laws principles thereof.

      XXX.  The arbitrators shall use their best efforts to resolve each
            arbitration issue as promptly as possible.

      YYY.  The arbitration shall be held in Fredericksburg, Virginia or such
            other location as may be agreed to by all parties to the dispute.

      ZZZ.  If all of the parties to the dispute agree, the arbitrators may
            suspend the arbitration at any time for a period of not more than
            ninety (90) days for nonbinding mediation. Nothing done as part of
            the mediation may be used in any way in further dispute resolution
            proceedings.

      AAAA. Each party to this Agreement hereby irrevocably waives any claims it
            may have against the arbitrators relating to any arbitration under
            this Agreement, except claims providing for the enforcement of
            written agreements to resolve disputes by arbitration.

      BBBB. The arbitrators may direct any party to this Agreement to take an
            action relating to the controversy or refrain from taking an action
            relating to the controversy or may

<PAGE>

            require any party to this Agreement to pay money damages to the
            other party or to a third party.

      CCCC. CFS, the Lender and the arbitrators shall use every reasonable
            effort to maintain in confidence the existence and outcome of any
            arbitration under this Agreement and all other facts relating to the
            arbitration.

      DDDD. The award of the arbitrators shall be final and shall bind CFS and
            the Lender, and an order confirming the judgment may be entered in
            any court having jurisdiction.

84. No Implied Waivers:

      No failure or delay on the part of any party in exercising any right,
      privilege, power, or remedy under this Agreement, and no course of
      dealings among the parties, shall operate as a waiver of such right,
      privilege, power, or remedy; nor shall any single or partial exercise of
      any right, privilege, power, or remedy under this Agreement preclude any
      other or further exercise of any right, privilege, power, or remedy or the
      existence of any other right, privilege, power, or remedy. No waiver shall
      be effective against any party unless signed in writing by an authorized
      officer of such party.

85. Corporate Obligation:

      No director, officer, employee or agent of any party shall be individually
      liable to any other party for the taking of any action, or for refraining
      to take any action, in good faith pursuant to this Agreement. The
      Agreement is a corporate obligation and any liability arising hereunder
      shall be a corporate liability.

86. Remedies Not Exclusive:

      Unless specifically provided otherwise herein, no remedy by the terms of
      this Agreement conferred upon or reserved to any party hereto is intended
      to be exclusive of any other remedy, but each and every such remedy shall
      be cumulative and in addition to every other remedy given under this
      Agreement or existing at law or in equity (including, without limitation
      the right to such equitable relief by way of injunction) or by statute on
      or after the date of this Agreement.

87. Effective Date:

      The effective date of this Agreement shall be the date that the term of
      the Servicing Agreement shall commence.

      Entered into as of the first date written above.

      This document may be signed by the parties hereto in duplicate copies with
      signatures on separate pages.

MISSISSIPPI HIGHER EDUCATION ASSISTANCE CORPORATION

<PAGE>

By /s/ Kenneth Smith
   -----------------------------------
   Kenneth Smith
   Executive Director

COLLEGIATE FUNDING SERVICES, LLC

By /s/ Charles L. Terribile
   -----------------------------------
   Charles Terribile
   Assistant Secretary

<PAGE>

                                    EXHIBIT 1

Borrowers may receive a one percent (1%) interest rate reduction on the RWCL
Loan after either (i) 36 consecutive on-time payments; (ii) 48 consecutive
on-time payments; or (iii) 60 consecutive on-time payments, depending on which
program(s) is(are) being offered by CFS to Borrowers at the time the RWCL loan
is made. Borrowers must maintain on-time payments to continue to qualify for the
rate reduction. "On time" payment is considered to be one that is made prior to
the 15th day of delinquency. Borrowers may also receive a .25% rate reduction
upon the commencement of electronic drafting for Loan payment purposes. Said
..25% rate reduction shall only apply so long as the Borrower maintains
electronic drafting for payment purposes.

<PAGE>

                                    EXHIBIT 2

                           List of Approved Guarantors

Florida Guaranteed Loan Program

Kentucky Higher Education Assistance Authority

Louisiana Guaranteed Student Loan Program

Massachusetts Higher Education Assistance Corporation doing business as American
Student Assistance***

Nebraska Student Loan Program

New York State Higher Education Services Corporation***